EMPLOYMENT AGREEMENT
Mind2Market - Xxxxxxx X. Xxxxxxxx
THIS AGREEMENT (this "Agreement"), dated as of the twentieth day of August,
2000, by and between Mind2Market, Inc., (M2M) a Colorado corporation (the
"Company"), and Xxxxxxx X. Xxxxxxxx, ("Executive"),
WHEREAS, the Company believes that Executive has unique experience and
skills that would significantly benefit the Company in the management of the
affairs of the Company; and
WHEREAS, the Company acknowledges and recognizes the value of Executive's
services and deems it necessary and desirable to retain Executive's services;
and
WHEREAS, both Executive and the Company desire to embody the terms and
conditions of Executive's employment in a written agreement which will supersede
all prior arrangements of employment, whether written or oral.
NOW, THEREFORE, in consideration of the premises and of the convenants and
agreements herein contained, the parties hereto agree as follows:
1. Employment Term. The Company agrees to, and does hereby employ
Executive to serve as Corporate Secretary/Treasurer, and to perform
the services as hereinafter set forth commencing August 20, 2000.
2. Services of Executive. Executive agrees to devote such of his business
time as is necessary to the business and affairs of the Company, and
to use his best efforts to promote the interests of the Company, and
to carry out such duties and perform such services as may be delegated
to Executive from time to time by the Board of Directors of the
Company. The Company acknowledges and agrees that nothing in this
agreement shall prohibit Executive from also serving as an officer and
director of any subsidiary of the Company and its affiliates, and
nothing in this Agreement shall prohibit Executive from being directly
or indirectly engaged in any other business in any capacity with any
other corporation, partnership, venture or other entity, as long as
such business does not directly conflict with or compete with the
Company unless approved by action of the Board of Directors of the
Company.
3. Compensation.
(a) In payment for the services set forth in paragraph 2 above, the
Company shall pay to Executive during the term hereof a salary
(referred to as "Base Salary") at the rate of $60,000 per
annum, payable not less than monthly throughout the term of
this Agreement. Executive shall also be entitled to participate
in any Company plan for the benefit of any or all of its
employees, including any deferred compensation plan (such as
pension, profit-sharing or thrift plan), or group hospital,
disability or life insurance plan, in accordance with the terms
of such plan.
(b) Base Salary of Executive may be increased annually each year
during the term of this Agreement by an amount determined by the
Board of Directors of the Company.
4. Expenses. The Company will arrange for the payment of reasonable and
necessary expenses incurred by Executive in furtherance of or in
connection with the business of the Company, as stated in the approved
Company Reimbursable Expense Policy. If any such expenses are paid in
the first instance by Executive, the Company will arrange for his
reimbursement therefor. The Company recognizes that, in the
performance of his duties, Executive may be required to entertain
various persons and representatives of organizations with whom the
Company has or would like to have business relationships. The Company
will arrange for the reimbursement of Executive upon presentation of
expense vouchers for any reasonable such expenses which are adaptable
to the usual accounting procedures established by the Company.
5. Termination of Employment. This is an employment-at-will contract.
Executive's employment with the Company may be terminated by either
party at any time upon a thirty day written notice.
6. Disclosure of Information. Executive hereby acknowledges that he will
have access to certain trade secrets and confidential information of
the Company and of affiliates of the Company and that such information
constitutes valuable, special and unique property of the Company and
such affiliates. Executive shall not, during or after the term of his
employment hereunder, disclose any such trade secrets or confidential
information to any person or entity for any reason or purpose
whatsoever except to the extent that such information becomes publicly
disclosed (other than as a result of a breach of this Agreement by
Executive) or to the extent required by law. Executive further agrees
that unless otherwise agreed by the Board of Directors of the Company,
any intellectual property developed by Executive in the course of his
employment with the Company shall be developed on behalf of, and for
the ownership of, the Company.
7. Actions of Board; Affiliates. For the purpose of this Agreement, all
actions or consents required or permitted to be taken or given by the
Board of Directors of the Company with respect to this Agreement
shall be to refer to an action or consent approved by a majority of
the Board of Directors of the Company other than Executive.
8. Notice. Any consent, notice, warning or other communication
("Notice") to be given hereunder shall be in writing and shall be
deemed to have been properly given when mailed by first class U.S.
Mail, when sent by prepaid telegram, or when delivered in person,
addressed or delivered in each case to the address set forth across
from each party's signature below, or to such other address as either
of the parties shall designate to the other in the manner provided
for giving notice.
9. Nature of Agreement. No right, title, interest or benefit hereunder
shall ever be liable for or charged with any of the torts or
obligations of Executive or of any person claiming under Executive,
or subject to seizure by any creditor of Executive or any person
claiming under Executive. Neither Executive nor any person claiming
under Executive shall have the power to anticipate or dispose of any
right, title, interest or benefit hereunder in any manner until the
same shall have been actually distributed to him free and clear of
the terms of this Agreement.
10. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of any successor to the Company and all persons lawfully
claiming under Executive. This Agreement cannot be assigned by
Executive.
11. Entire Agreement. The parties hereto agree that this document contains
the entire understanding and agreement between them with respect to
the matters set forth herein and cannot be amended, modified or
supplemented in any respect except by an agreement in writing signed
by the party against whom enforcement of any amendment, modification
or supplement is sought.
12. Waiver. The failure of either party to insist, in any one or more
instances, upon performance of any of the terms or conditions of this
Agreement shall not be construed as a waiver or a relinquishment of
any right granted hereunder or of the future performance of any such
term, convenant or condition, but the obligations of either party with
respect thereto shall continue to full force and effect.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its executive officer duly authorized, and Executive has executed
this Agreement, all effective as of the date first above written.
Address: MIND2MARKET, INC.
By: _____________________________
___________________________ Name: _____________________________
___________________________ Title: _____________________________
Address: EXECUTIVE
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